MANAGING DIRECTOR VS MANAGER VS WHOLE TIME DIRECTOR

Before finding out the differences between Managing Director, Manager and Whole time director , let us go through their definitions as per the Companies Act, 2013.

DEFINITION OF MANAGING DIRECTOR 

As per section 2(54) of the Companies Act, 2013 “Managing director” means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called.

Explanation :- 

For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management.

DEFINITION OF MANAGER

As per section 2(53) of Companies Act, 2013 “manager” means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not;

DEFINITION OF WHOLE TIME DIRECTOR

As per section 2(94) of the Companies Act, 2013 "whole-time director” includes a director in the whole-time employment of the company

Analysis of the definitions and finding out the differences :-

1. Managing and Whole time directors must be Directors.

2. Managing Director has Substantial Powers of Management of the Company and includes any director occupying the position by whatever name called.  So a company may have one or more Managing directors.

3. A Manager has the management of the whole or substantially the whole of the affairs of the company. More than one person cannot be entrusted with substantial powers of management of the company. So a company cannot  have more than one Manager. 

4. Also as per sec 196(1) of the Companies Act, 2013, A Company cannot have A Managing Director and a Manager at the same time. So a company shall either have Managing directors or Managers but not both.

5. A Whole time employee appointed as a director is termed as "Whole time Director". A person cannot act as a whole time director in more than one company. 

6. A company can have more than one whole time directors. Can employ whole time directors and Manager or Whole time directors and Managing directors.

7. A whole time director has to be an employee of the company.